Common use of Release of Existing Claims Clause in Contracts

Release of Existing Claims. (a) Except as provided in Section 5.1(c), effective as of the date hereof, Net2Phone does hereby, for itself, its respective Affiliates (other than any member of the IDT Group), successors and assigns, and all Persons who at any time prior to the date hereof have been stockholders, directors, officers, agents or employees of any member of the Net2Phone Group (in each case, in their respective capacities as such), remise, release and forever discharge each of IDT, its respective Affiliates (other than any member of the Net2Phone Group), successors and assigns, and all prior, current or future stockholders, directors, officers, agents or employees of IDT (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the date hereof between Net2Phone and IDT (including any contractual arrangements or arrangements existing or alleged to exist between them on or before the date hereof). (b) Except as provided in Section 5.1(c), effective as of the date hereof, IDT does hereby, for itself and its Affiliates (other than any member of the Net2Phone Group), successors and assigns, and all Persons who at any time prior to the date hereof have been stockholders, directors, officers, agents or employees of any member of the IDT Group (in each case, in their respective capacities as such), remise, release and forever discharge Net2Phone, the respective members of the Net2Phone Group, their respective Affiliates (other than any member of the IDT Group), successors and assigns, and all prior, current or future stockholders, directors, officers, agents or employees of any member of the Net2Phone Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the date hereof between Net2Phone and IDT (including any contractual arrangements or arrangements existing or alleged to exist between them on or before the date hereof). (c) Nothing contained in Section 5.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement, or the Tax Agreement. Nothing contained in Section 5.1(a) or (b) shall release any Person from: (i) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement, any Ancillary Agreement or the Tax Agreement; (ii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any other Group prior to the date hereof; (iii) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of another Group; (iv) any Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements; or (v) in the case of Net2Phone, outstanding unpaid amounts as of the date hereof advanced to Net2Phone for working capital and fixed asset purchases and to reimburse IDT for bank finance charges incurred not to exceed $14 million, $7 million of which will be repaid with proceeds from Net2Phone's sale of equity in connection with its proposed initial public offering, with the remaining $7 million being repaid in full not later than 60 months following the date hereof, self amortizing at the interest rate of 9% per annum in equal monthly payments. (vi) in the case of Net2Phone, $7 million which was advanced by IDT to Netscape and $1 million which was advanced to IBM all of which will be repaid by Net2Phone to IDT out of the proceeds of the private offering. (vii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.1; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 5.1 but for the provisions of this clause (vi). (viii) in the case if IDT, any Liability to Xxxxxxxx Xxxxx pursuant to his employment agreement (including option and stock conversion rights thereunder) or to any Net2Phone employee as a result of rights of such employee any employee benefit plan, including any stock option plan. (d) Net2Phone shall not make, and shall not permit any member of the Net2Phone Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against IDT or any member of the IDT Group or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). IDT shall not, and shall not permit any member of the IDT Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Net2Phone or any member of the Net2Phone Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b). (e) It is the intent of each of IDT and Net2Phone by virtue of the provisions of this Section 5.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the date hereof, between or among Net2Phone or any member of the Net2Phone Group, on the one hand, and IDT or any member of the IDT Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the date hereof), except as expressly set forth in Section 5.1(c). At any time, at the request of any other party, each party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Existing Claims. (a) Except as provided in Section 5.1(c), effective as of the date hereof, Net2Phone Metar does hereby, for itself, its respective Affiliates (other than any member of the IDT Group)Affiliates, successors and assigns, and all Persons who at any time prior to the date hereof have been stockholders, directors, officers, agents or employees of any member of the Net2Phone Group Metar (in each case, in their respective capacities as such), remise, release and forever discharge each of IDTPath 1, its respective Affiliates (other than any member of the Net2Phone Metar Group), successors and assigns, and all prior, current or future stockholders, directors, officers, agents or employees of IDT Path 1 (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the date hereof between Net2Phone Sistolic and/or Metar, on the one hand, and IDT Path 1, on the other hand (including any contractual arrangements or arrangements existing or alleged to exist between them on or before the date hereof). (b) Except as provided in Section 5.1(c), effective as of the date hereof, IDT Path 1 does hereby, for itself and its Affiliates (other than any member of the Net2Phone Metar Group), successors and assigns, and all Persons who at any time prior to the date hereof have been stockholders, directors, officers, agents or employees of any member of the IDT Path 1 Group (in each case, in their respective capacities as such), remise, release and forever discharge Net2PhoneMetar, the respective members of the Net2Phone Metar Group, their respective Affiliates (other than any member of the IDT Path 1 Group), successors and assigns, and all prior, current or future stockholders, directors, officers, agents or employees of any member of the Net2Phone Metar Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the date hereof between Net2Phone Metar and IDT Path 1 (including any contractual arrangements or arrangements existing or alleged to exist between them on or before the date hereof). (c) Nothing contained in Section 5.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement, or the Tax Agreement. Nothing contained in Section 5.1(a) or (b) shall release any Person from: (i) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement, any Ancillary Agreement or the Tax Agreement; (ii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any other Group prior to the date hereof; (iii) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of another Group; (iv) any Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements; orVI; (v) in the case of Net2Phone, outstanding unpaid amounts as of the date hereof advanced to Net2Phone for working capital and fixed asset purchases and to reimburse IDT for bank finance charges incurred not to exceed $14 million, $7 million of which will be repaid with proceeds from Net2Phone's sale of equity in connection with its proposed initial public offering, with the remaining $7 million being repaid in full not later than 60 months following the date hereof, self amortizing at the interest rate of 9% per annum in equal monthly payments. (vi) in the case of Net2Phone, $7 million which was advanced by IDT to Netscape and $1 million which was advanced to IBM all of which will be repaid by Net2Phone to IDT out of the proceeds of the private offering. (viiiii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.1; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 5.1 but for the provisions of this clause (vi). (viii) in the case if IDT, any Liability to Xxxxxxxx Xxxxx pursuant to his employment agreement (including option and stock conversion rights thereunder) or to any Net2Phone employee as a result of rights of such employee any employee benefit plan, including any stock option plan.clause; (d) Net2Phone Metar shall not make, and shall not permit any member of the Net2Phone Metar Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against IDT Path 1 or any member of the IDT Path 1 Group or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). IDT Path 1 shall not, and shall not permit any member of the IDT Path 1 Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Net2Phone Metar or any member of the Net2Phone Metar Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b)) provided ,however that this clause shall not apply for claims that Xxxxxx made statements to Multilink regarding Path1's ownership and rights in the Intellectual Properties developed prior or after Path1 acquisition. (e) It is the intent of each of IDT Path 1 and Net2Phone Metar by virtue of the provisions of this Section 5.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the date hereof, between or among Net2Phone Metar or any member of the Net2Phone Metar Group, on the one hand, and IDT Path 1 or any member of the IDT Path 1 Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the date hereof), except as expressly set forth in Section 5.1(c). At any time, at the request of any other party, each party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Existing Claims. (a) Except as provided in Section 5.1(c6.1(c), effective as of the date hereofDistribution Date, Net2Phone does the Interactive Companies (as hereinafter defined) do hereby, for itselfthemselves, its their respective Affiliates (other than any member of the IDT GroupXxxxxx Companies), successors and assigns, and all Persons (as hereinafter defined) who at any time prior to the date hereof have been stockholders, directors, officers, agents or employees of any member of the Net2Phone Group Interactive Companies (in each case, in their respective capacities as such), remise, release and forever discharge each of IDTthe Xxxxxx Companies, its their respective Affiliates (other than any member of the Net2Phone GroupInteractive Companies), successors and assigns, and all prior, current or future stockholders, directors, officers, agents or employees of IDT the Xxxxxx Companies (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the date hereof Distribution Date between Net2Phone the Interactive Companies and IDT the Xxxxxx Companies (including any contractual arrangements or arrangements existing or alleged to exist between them on or before the date hereofDistribution Date). (b) Except as provided in Section 5.1(c6.1(c), effective as of the date hereof, IDT does the Xxxxxx Companies do hereby, for itself themselves and its their respective Affiliates (other than any member of the Net2Phone GroupInteractive Companies), successors and assigns, and all Persons who at any time prior to the date hereof have been stockholders, directors, officers, agents or employees of any member of the IDT Group Xxxxxx Companies (in each case, in their respective capacities as such), remise, release and forever discharge Net2Phone, the respective members of the Net2Phone GroupInteractive Companies, their respective Affiliates (other than any member of the IDT GroupXxxxxx Companies), successors and assigns, and all prior, current or future stockholders, directors, officers, agents or employees of any member of the Net2Phone Group Interactive Companies (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the date hereof Distribution Date between Net2Phone the Xxxxxx Companies and IDT the Interactive Companies (including any contractual arrangements or arrangements existing or alleged to exist between them on or before the date hereof). (c) Nothing contained in Section 5.1(a6.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement, or the Tax Agreement. Nothing contained in Section 5.1(a6.1(a) or (b) shall release any Person from: (i) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, under this Agreement, any Ancillary Agreement or the Tax Agreement;; or (ii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any other Group prior to the date hereof; (iii) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of another Group; (iv) any Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement Agreement, including any Liability for claims brought against the parties by third Persons, which Liability shall be governed by the provisions of this Article V VI and Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements; or (v) in the case of Net2Phone, outstanding unpaid amounts as of the date hereof advanced to Net2Phone for working capital and fixed asset purchases and to reimburse IDT for bank finance charges incurred not to exceed $14 million, $7 million of which will be repaid with proceeds from Net2Phone's sale of equity in connection with its proposed initial public offering, with the remaining $7 million being repaid in full not later than 60 months following the date hereof, self amortizing at the interest rate of 9% per annum in equal monthly paymentsVII. (vi) in the case of Net2Phone, $7 million which was advanced by IDT to Netscape and $1 million which was advanced to IBM all of which will be repaid by Net2Phone to IDT out of the proceeds of the private offering. (vii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.1; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 5.1 but for the provisions of this clause (vi). (viii) in the case if IDT, any Liability to Xxxxxxxx Xxxxx pursuant to his employment agreement (including option and stock conversion rights thereunder) or to any Net2Phone employee as a result of rights of such employee any employee benefit plan, including any stock option plan. (d) Net2Phone shall not make, and shall not permit any member of the Net2Phone Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against IDT or any member of the IDT Group or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). IDT shall not, and shall not permit any member of the IDT Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Net2Phone or any member of the Net2Phone Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b). (e) It is the intent of each of IDT and Net2Phone by virtue of the provisions of this Section 5.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the date hereof, between or among Net2Phone or any member of the Net2Phone Group, on the one hand, and IDT or any member of the IDT Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the date hereof), except as expressly set forth in Section 5.1(c). At any time, at the request of any other party, each party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Existing Claims. (a) Except as provided in Section 5.1(c6.1(c), effective as of the date hereofDistribution Date, Net2Phone does the Interactive Companies (as hereinafter defined) do hereby, for itselfthemselves, its their respective Affiliates (Affiliates, other than any member of the IDT Group)Xxxxxx Companies, successors and assigns, and all Persons (as hereinafter defined) who at any time prior to the date hereof have been stockholders, directors, officers, agents or employees of any member of the Net2Phone Group Interactive Companies (in each case, in their respective capacities as such), remise, release and forever discharge each of IDTthe Xxxxxx Companies, its their respective Affiliates (other than any member of the Net2Phone GroupInteractive Companies), successors and assigns, and all prior, current or future stockholders, directors, officers, agents or employees of IDT the Xxxxxx Companies (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the date hereof Distribution Date between Net2Phone the Interactive Companies and IDT the Xxxxxx Companies (including any contractual arrangements or arrangements existing or alleged to exist between them on or before the date hereofDistribution Date). (b) . Except as provided in Section 5.1(c6.1(c), effective as of the date hereof, IDT does the Xxxxxx Companies do hereby, for itself themselves and its their respective Affiliates (other than any member of the Net2Phone GroupInteractive Companies), successors and assigns, and all Persons who at any time prior to the date hereof have been stockholders, directors, officers, agents or employees of any member of the IDT Group Xxxxxx Companies (in each case, in their respective capacities as such), remise, release and forever discharge Net2Phone, the respective members of the Net2Phone GroupInteractive Companies, their respective Affiliates (other than any member of the IDT GroupXxxxxx Companies), successors and assigns, and all prior, current or future stockholders, directors, officers, agents or employees of any member of the Net2Phone Group Interactive Companies (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the date hereof Distribution Date between Net2Phone the Xxxxxx Companies and IDT the Interactive Companies (including any contractual arrangements or arrangements existing or alleged to exist between them on or before the date hereof). (c) . Nothing contained in Section 5.1(a6.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement, or the Tax Agreement. Nothing contained in Section 5.1(a6.1(a) or (b) shall release any Person from: (i) : any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, under this Agreement, any Ancillary Agreement ; or the Tax Agreement; (ii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any other Group prior to the date hereof; (iii) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of another Group; (iv) any Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement Agreement, including any Liability for claims brought against the parties by third Persons, which Liability shall be governed by the provisions of this Article V VI and Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements; or (v) in the case of Net2Phone, outstanding unpaid amounts as of the date hereof advanced to Net2Phone for working capital and fixed asset purchases and to reimburse IDT for bank finance charges incurred not to exceed $14 million, $7 million of which will be repaid with proceeds from Net2Phone's sale of equity in connection with its proposed initial public offering, with the remaining $7 million being repaid in full not later than 60 months following the date hereof, self amortizing at the interest rate of 9% per annum in equal monthly paymentsVII. (vi) in the case of Net2Phone, $7 million which was advanced by IDT to Netscape and $1 million which was advanced to IBM all of which will be repaid by Net2Phone to IDT out of the proceeds of the private offering. (vii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.1; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 5.1 but for the provisions of this clause (vi). (viii) in the case if IDT, any Liability to Xxxxxxxx Xxxxx pursuant to his employment agreement (including option and stock conversion rights thereunder) or to any Net2Phone employee as a result of rights of such employee any employee benefit plan, including any stock option plan. (d) Net2Phone shall not make, and shall not permit any member of the Net2Phone Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against IDT or any member of the IDT Group or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). IDT shall not, and shall not permit any member of the IDT Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Net2Phone or any member of the Net2Phone Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b). (e) It is the intent of each of IDT and Net2Phone by virtue of the provisions of this Section 5.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the date hereof, between or among Net2Phone or any member of the Net2Phone Group, on the one hand, and IDT or any member of the IDT Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the date hereof), except as expressly set forth in Section 5.1(c). At any time, at the request of any other party, each party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.